UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
iWizard Holding, Inc.
---------------------------
(Name of small business issuer in its charter)
Nevada7389 86-1042819
------------ ----------- -------------
(State or jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Identification No.)
organization) Classification Code
Number)
8043 East Mercer Lane
Scottsdale, AZ85260
(602) 340-0090
------------------------------------
(Address and telephone number of principal executive offices)
8043 East Mercer Lane
Scottsdale, AZ85260
(602) 340-0090
------------------------------------
(Address of principal place of business or intended
principal place of business)
James P. Piccolo
8043 East Mercer Lane
Scottsdale, AZ85260
(602) 340-0090
-----------------------------------
(Name, address and telephone number of agent for service)
Copies to:
NevWest Securities Corporation
2654 West Horizon Ridge Pkwy, Suite B-3
Henderson, NV89052
(702) 257-4660
Approximate date of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act Registration
Statement number of the earlier effective Registration Statement
for the same offering. [ ] _____________________________________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering. [ ]
_________________________________________________
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering. [ ]
_________________________________________________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, check the following box.
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CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------
Tile of each Dollar Proposed Proposed Amount of
class of amount to maximum maximum registration
securities to be offering aggregate fee
be registered registered price per offering
unit price(1)
-------------------------------------------------------------------
Common Stock $866,500.00 $0.50 $866,500.00 $81.61
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(1) Estimated solely for the purpose of calculating the
registration fee under the Securities Act.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
PAGE-1-
Prospectus
iWizard Holding, Inc.
1,774,000 Shares of Common Stock
iWizard Holding, Inc. ("IWH" or the "Company") is offering an
aggregate of 1,774,000 shares of IWH's common stock ("Shares") to
be sold, from time to time, by one or more of the selling
stockholders of IWH (collectively, "Selling Stockholders").
The per share offering price of the Shares will be based on the
bid price for IWH's common stock on the dates of specific sales,
unless shares are sold in private transactions. Consequently, no
determination can be made as to actual pricing matters. The
Registrant anticipates that firms that sell any of the Shares for
accounts of the Selling Stockholders will charge normal brokerage
commissions. However, the Registrant cannot provide specific
information pertaining to the identity of such firms and/or the
amount of such commissions. IWH and the Selling Stockholders
have no brokerage agreements or other agreements for the sale of
the Shares. The costs of selling the Shares, by a conservative
estimate, should not exceed ten percent of the gross value of the
stock. The proceeds from the sale of the Shares will go directly
to the Selling Stockholders and will not be available to IWH.
Prior to this offering, there has been no public market for IWH's
common stock. Neither the Nasdaq National Market nor any
national securities exchange lists IWH's common stock.
Investment in the shares involves a high degree of risk.
See "risk factors" starting on page 3.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these
securities, or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this Prospectus is September 17, 2002PAGE-2- TABLE OF CONTENTS PAGEPART I: INFORMATION REQUIRED IN PROSPECTUS 3 Item 3. Summary Information and Risk Factors. 3
Item 4. Use of Proceeds. 5
Item 5. Determination of Offering Price. 5
Item 6. Dilution. 5
Item 7. Selling Security Holders. 6
Item 8. Plan of Distribution. 7
Item 9. Legal Proceedings. 7
Item 10. Directors, Executive Officers, Promoters and Control
Persons. 8
Item 11. Security Ownership of Certain Beneficial Owners and
Management. 10
Item 12. Description of Securities. 10
Item 13. Interest of Named Experts and Counsel. 11
Item 14. Disclosure of Commission Position of Indemnification
for Securities Act Liabilities. 11
Item 15. Organization Within Last Five Years. 11
Item 16. Description of Business. 11
Item 17. Management's Discussion and Plan of Operation. 17
Item 18. Description of Property. 18
Item 19. Certain Relationships and Related Transactions. 18
Item 20. Market for Common Equity and Related Stockholder
Matters. 18
Item 21. Executive Compensation. 19
Item 22. Financial Statements. 21
Item 23. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure. 33
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS 34
Item 24. Indemnification of Directors and Officers. 34
Item 25. Other Expenses of Issuance and Distribution. 34
Item 26. Recent Sales of Unregistered Securities. 35
Item 27. Exhibits. 36
Item 28. Undertakings. 36
SIGNATURES 38 PAGE-3- PART I: INFORMATION REQUIRED IN PROSPECTUS Item 3. Summary Information and Risk Factors.The Company
Headquartered in Scottsdale, Arizona, iWizard Holding, Inc.
("IWH" or the "Company") was organized by the filing of articles
of incorporation with the Secretary of State of the State of
Nevada on October 12, 2001. iWizard Holding is a technology
based marketing company with an almost even emphasis on
technological and marketing skills.
On October 26, 2001 IWH acquired its core technology via a
Technology Transfer Agreement between IWH and Diamondback
Voicemail Systems, Inc., an Arizona corporation, and Irvin
Wilson, an individual.
IWH's administrative office is located at 8043 East Mercer Lane,
Scottsdale, Arizona85260, telephone (602) 340-0090.
IWH's fiscal year end is December 31.
The Offering
The Offering consists entirely of shares offered by the Selling
Stockholders. IWH is offering no shares. The Selling
Stockholders are offering 1,774,000 shares of common stock at
market prices as soon as practicable after this Registration
Statement becomes effective.
The proceeds of the Offering will go directly to the Selling
Stockholders. None of the proceeds will be available to IWH.
The Selling Stockholders will sell the Shares at prevailing
market prices. The price per share is likely to be based on the
bid price for IWH's common stock on the dates of specific sales,
unless the Shares are sold in private transactions.
Consequently, at this time, IWH cannot make a determination of
the price.
IWH's Transfer Agent is Executive Registrar & Transfer Agency,
3118 W. Thomas Road, Suite 707, Phoenix, AZ85017, phone (602)
415-1273.
IWH has agreed to pay all costs and expenses relating to the
registration of its common stock, but the Selling Stockholders
will be responsible for any related commissions, taxes,
attorney's fees, and related charges in connection with the offer
and sale of the Shares. The Selling Stockholders may sell their
common stock through one or more broker/dealers, and such
broker/dealers may receive compensation in the form of
commissions.
Risk Factors
Investment in the securities offered hereby involves certain
risks and is suitable only for investors of substantial financial
means. Prospective investors should carefully consider the
following risk factors in addition to the other information
contained in this prospectus, before making an investment
decision concerning the common stock.
PAGE-4-
Auditors Expressed Substantial Doubt About IWH's Ability to
Continue as a Going Concern
IWH was formed in October 2001. IWH has no demonstrable
operations record, on which you can evaluate the business and its
prospects. IWH's prospects must be considered in light of the
risks, uncertainties, expenses and difficulties frequently
encountered by companies in their early stages of development.
IWH cannot guarantee that it will be successful in accomplishing
its objectives. To date, IWH has not achieved profitability and
may incur losses in the next twelve to eighteen months. Taking
these facts into account, the independent auditors of IWH have
expressed substantial doubt about IWH's ability to continue as a
going concern.
IWH May not Be Able to Attain Profitability Without Additional
Funding, Which May Be Unavailable
IWH has limited capital resources. Unless IWH begins to generate
sufficient revenues to finance operations as a going concern, IWH
may experience liquidity and solvency problems. While IWH does
not foresee such difficulties in the next twelve months,
liquidity and solvency problems may force IWH to go out of
business if additional financing is not available.
Competition from Rivals with Greater Resources May Adversely
Affect the Financial Condition of IWH
IWH encounters intense competition in all aspects of its business
from other multimedia services firms, a significant number of
which have greater capital and other resources than IWH. There
can be no assurance that IWH will be able to compete successfully
in the future or that competition will not have a material
adverse affect on IWH's results of operations.
Principal Stockholders, Officers and Directors Control the
Majority of Outstanding Stock in IWH
The directors and executive officers and their affiliates
beneficially own approximately 56.69% of the outstanding common
stock. As a result, these stockholders could exercise control
over all matters requiring stockholder approval, including the
election of directors and approval of significant corporate
transactions. This concentration of ownership may have the
effect of delaying or preventing a change in control of IWH.
IWH Does not Have Employment Contracts with Top Management
The operations of IWH depend substantially on the skills and
experience of the current management team. Without employment
contracts, IWH may lose current management to other pursuits
without a sufficient warning and, consequently, go out of
business.
The Stock of IWH Is a Speculative Investment That May Result in
Losses to Investors
As of the date of this Registration Statement, there is no public
market for IWH's Common Stock. This Registration Statement is a
step toward creating a public market for IWH's stock, which may
enhance the liquidity of IWH's shares. However, there can be no
assurance that a meaningful trading market will develop. IWH
makes no representation about the value of its Common Stock.
If the stock ever becomes tradable, the trading price of IWH's
common stock could be subject to wide fluctuations in response to
variations in quarterly results of operations, the gain or loss
of significant customers, changes in earning estimates by
analysts, announcements of technological innovations or new
solutions by IWH or its competitors, general conditions in
service industries, and other events or factors, many of which
are beyond IWH's control. In addition, the stock market may
experience extreme price and volume fluctuations which, without a
direct relationship to the operating performance, may affect the
market price of IWH's stock.
PAGE-5-
IWH Stock Is Likely to Be Subject to Penny Stock Regulation
The SEC has adopted rules that regulate broker/dealer practices
in connection with transactions in penny stocks. Penny stocks
generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities
exchanges or quoted on the Nasdaq system, provided that current
price and volume information with respect to transactions in such
securities is provided by the exchange system). The penny stock
rules require a broker/dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the SEC that
provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker/dealer also must
provide the customer with bid and offer quotations for the penny
stock, the compensation of the broker/dealer, and its salesperson
in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such
rules, the broker/dealer must make a special written
determination that a penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the
transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in any secondary market
for a stock that becomes subject to the penny stock rules, and
accordingly, customers in Company securities may find it
difficult to sell their securities, if at all.
Special Note Regarding Forward-Looking Statements
This Prospectus contains forward-looking statements, including
statements concerning possible or assumed future results of
operations of IWH and those preceded by, followed by or that
include the words "may,""will,""should,""could,""expects,""plans,""anticipates,""believes,""estimates,""predicts,""potential," or "continue" or the negative of such terms and
other comparable terminology. Investors should understand that
the risk factors described above, in addition to those discussed
elsewhere in this document, could affect IWH's future results and
could cause those results to differ materially from those
expressed in such forward-looking statements.
Item 4. Use of Proceeds.
The proceeds of the Offering will go directly to the Selling
Stockholders. None of the proceeds will be available to IWH.
Item 5. Determination of Offering Price.
The Selling Stockholders may sell all or part of their shares in
the over-the-counter market at prices related to the prevailing
market prices of IWH's common stock at the time. The price per
share is likely to be based on the bid price for IWH's common
stock on the dates of specific sales, unless shares are sold in
private transactions. Consequently, IWH currently cannot make a
determination of the price.
Item 6. Dilution.
Not applicable.
PAGE-6- Item 7. Selling Security Holders.
The following table sets forth (i) the number of outstanding
shares, beneficially owned by the selling stockholders prior to
the offering; (ii) the aggregate number of shares offered by each
such stockholder pursuant to this prospectus; and (iii) the
amount and the percentage of the class to be owned by such
security holder after the offering is complete:
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Name of Beneficial Owner Number Number Number Percentage
of Common Stock of of of of
Shares Shares Shares Shares
Beneficially Offered Beneficially Beneficialy
Owned Owned Owned
before after after
the the the
Offering Offering Offering
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Astro Base LLC, c/o 50,000 50,000 0 0.0%
Richard P. Ehret
Carol Basso 40,000 40,000 0 0.0%
Howard Blakey 50,000 50,000 0 0.0%
Donald A. Glendenning 100,000 100,000 0 0.0%
Esther R. Glendenning 5,000 5,000 0 0.0%
William R. Glendenning 5,000 5,000 0 0.0%
Terry Hernbroth 50,000 50,000 0 0.0%
Jake Jacobson 5,000 5,000 0 0.0%
Jensen Revocable Trust, 200,000 200,000 0 0.0%
Ronald L. Jensen TTEE
Michael Lecak IRA, UBS 36,000 36,000 0 0.0%
Paine Webber Inc.
custodian
Michael Lechter 50,000 50,000 0 0.0%
Legend Advisory 500,000 250,000 250,000 2.3%
Corporation, c/o Micheal
Quiel
James K. Martens & 200,000 200,000 0 0.0%
Constance Jean Martens
Frank McKinley 50,000 50,000 0 0.0%
Barbara Mulloy 2,000 2,000 0 0.0%
Charles Mulloy 2,000 2,000 0 0.0%
Mary P. Piccolo 750,000 250,000 500,000 4.5%
Robert A. Quiel 500,000 250,000 250,000 2.3%
Ann G. Ryan 4,000 4,000 0 0.0%
Paul A. Seltzer 10,000 10,000 0 0.0%
Paul Seltzer Self- 100,000 100,000 0 0.0%
Directed IRA, Colonial
Trust Company custodian
Sidney Simon 5,000 5,000 0 0.0%
Edward Stone 10,000 10,000 0 0.0%
Dorothy M. Wilson 45,000 45,000 0 0.0%
Kelly M. Wilson 5,000 5,000 0 0.0%
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None of the Selling Stockholders has been affiliated with IWH in
any capacity in the past three years. None of the Selling
Stockholders is a broker/dealer nor an affiliate of a
broker/dealer.
PAGE-7- Item 8. Plan of Distribution.
The selling stockholders may offer their shares at various times
in one or more of the following transactions:
* in the over-the-counter market;
* on any exchange on which the shares may hereafter be listed;
* in negotiated transactions other than on such exchanges;
* by pledge to secure debts and other obligations;
* in connection with the writing of non-traded and exchange-
traded call options, in hedge transactions, in covering
previously established short positions and in settlement of other
transactions in standardized or over-the-counter options; or
* in a combination of any of the above transactions.
The selling stockholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed
prices.
The selling stockholders may use broker/dealers to sell their
shares. The broker/dealers will either receive discounts or
commissions from the selling stockholders, or they will receive
commissions from purchasers of shares.
Some of the Selling Stockholders may be eligible and may elect to
sell some or all of their shares pursuant to additional
exemptions to the registration requirements of the Securities
Act, including but not limited to, Rule 144 promulgated under the
Securities Act, rather than pursuant to this Registration
Statement.
Under certain circumstances the Selling Stockholders and any
broker/dealers that participate in the distribution may be deemed
to be "underwriters" within the meaning of the Securities Act.
Any commissions received by such broker/dealers and any profits
realized on the resale of shares by them may be considered
underwriting discounts and commissions under the Securities Act.
The Selling Stockholders may agree to indemnify such
broker/dealers against certain liabilities, including liabilities
under the Securities Act.
The Selling Stockholders will also be subject to applicable
provisions of the Exchange Act and regulations under the Exchange
Act, which may limit the timing of purchases and sales of the
Shares by the Selling Stockholders. Under the rules and
regulations of the Exchange Act, any person engaged in the
distribution or the resale of shares may not simultaneously
engage in market making activities with respect to IWH's common
stock for a period of two business days prior to the commencement
of such distribution.
The Selling Stockholders will pay all commissions, transfer fees,
and other expenses associated with the sale of securities by
them. The Shares offered hereby are being registered by IWH, and
IWH has paid the expenses of the preparation of this Prospectus.
IWH has not made any underwriting arrangements with respect to
the sale of shares offered hereby.
IWH has engaged the services of NevWest Securities Corporation, a
registered broker/dealer for purposes of assisting IWH, its legal
counsel, and independent auditing firm in (a) compiling the
documentation requisite to the preparation of reporting
documents; (b) preparing this prospectus/registration statement;
(c) compiling supplemental documentation as required by
applicable state or federal securities rules and regulations; and
(d) preparing comment letter responses and amended filings. The
combined total actual and anticipated compensation to NevWest
Securities Corporation for such services rendered is $2,800.00.
PAGE-8- Item 9. Legal Proceedings.
No director, officer, significant employee, or consultant of IWH
has been convicted in a criminal proceeding, exclusive of traffic
violations.
No director, officer, significant employee, or consultant of IWH
has been permanently or temporarily enjoined, barred, suspended,
or otherwise limited from involvement in any type of business,
securities or banking activities.
No director, officer, significant employee, or consultant of IWH
has been convicted of violating a federal or state securities or
commodities law.
Certain aspects of IWH's business involve risks of liability.
For example, there can be no assurance that third parties will
not claim that IWH has misappropriated their creative ideas or
otherwise infringed upon their proprietary rights. Any claims of
infringement, with or without merit, could be time consuming to
defend, result in costly litigation, divert management attention,
require IWH to enter into costly royalty or licensing
arrangements to prevent IWH from using important technologies or
methods, any of which could have a material adverse effect on
IWH's business, financial condition or operating results.
Item 10. Directors, Executive Officers, Promoters and Control
Persons.
Directors, Executive Officers, Promoters and Control Persons
Each of IWH's directors is elected by the stockholders to a term
of one (1) year and serves until his or her successor is elected
and qualified. Each of the officers is appointed by the Board of
Directors to a term of one (1) year and serves until his or her
successor is duly elected and qualified, or until he or she is
removed from office. The Board of Directors has no nominating,
auditing, or compensation committees.
The following table sets forth certain information regarding
executive officers and directors of IWH as of the date of this
Registration Statement:
NAME AGE POSITION
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James P. 44 President & Chief Executive Officer, Director
Piccolo - Chairman of the Board
Mary E. 36 Secretary, Director
Piccolo
Irwin Wilson 41 Chief Development Engineer, Treasurer,
Director
David L. 49 Vice President Marketing & Business
Wilson Development
John R. Knoll 40 Chief Technical Officer
The persons named above have held their office/position since
October 21, 2001, and are expected to hold their office/position
until the next annual meeting of IWH's stockholders.
PAGE-9-
Background of Directors, Executive Officers, Promoters and
Control Persons
Mr. James Piccolo - President and Chief Executive Officer,
Director. From March 1998 to August 2001 prior to joining IWH,
Mr. Piccolo served as President of TDII, a publicly traded
international marketing company with four wholly owned
subsidiaries in the U.S. and international concerns spanning
three countries: United States, Japan and Korea. From 1984 to
1996, Mr. Piccolo had a career as an after-market sport truck
accessory entrepreneur and designer. In 1987 while working with
Hot Tops Inc., Mr. Piccolo developed a training and co-op
advertising program for after-market sport-truck installers
nationwide. In 1992, Mr. Piccolo co-founded the International
Sport Truck Association. Since 1998 Mr. Piccolo has been
speaking and teaching his entrepreneur techniques
internationally. He has delivered educational, inspirational and
motivational speeches to audiences worldwide in destinations like
Maui, Acapulco and Cancun (Mexico), Seoul (South Korea), Bali
(Indonesia), Cairo (Egypt), Paradise Island (Bahamas), and Puerto
Rico as well as scores of domestic venues. Mr. Piccolo holds a
BA degree in Business Administration from the University of
Nebraska.
Ms. Mary E. Piccolo - Secretary, Director. From March 1998 to
July 2001 Ms. Mary Piccolo at various times served as Director,
Vice President of Marketing, and President of Tru Dynamics, Inc.
a direct sales travel and education company. Over the last four
years her career focus has been on the education and training of
the company's thousands of distributors and associates. From July
2001 - current she has acted as a field representative for that
same company. From 1995- current she held field sales positions
in several companies including Tru Dynamics, GPG, and Excel.
Prior to 1995 Ms. Piccolo has held marketing and sales positions
for ClubMed, Southwest Arrangers, and Continental Airlines. Ms.
Piccolo began her public speaking career in 1998 with a focus on
sales and marketing training. Ms. Piccolo has shared the stage
with such notable celebrity speakers such as Mark Victor Hansen
("Chicken Soup For The Soul"), Robert Allen ("No Money Down"),
Dolf deRoos ("Real Estate Riches"), Tom Hopkins ("The Art Of
Closing The Sale"), and Omar Periu ("Investigative Selling"), as
well as famous Hollywood celebrities like Art Linkletter and Ed
McMahon. Ms Piccolo studied literature at The University of
Arizona.
Mr. David Wilson - Vice President, Business Development;
Director. Mr. David Wilson brings over 25 years experience in
direct, database, the Internet, and Customer Relationship
Marketing (CRM). Prior to joining IWH, from 1984 - 2000 Mr.
Wilson held various executive level positions in sales,
marketing, business development and general management with
Acxiom Corporation, a publicly held company. His knowledge and
experience in partnerships and alliances helped solidify
relationships with such companies as IBM, Compaq, Oracle, and
SAS. Prior to Acxiom, Mr. Wilson was a founder and president of
BSA Fulfillment a catalog product fulfillment and marketing
business. Mr. Wilson holds a B.S. in Mathematics from Indiana
University.
Irvin E. Wilson - Chief Development Engineer, Co-Founder,
Director. Mr. Irvin Wilson has an extensive background in the
development of IVR (Interactive Voice Response) and Web-based
content delivery mechanisms. Prior to joining IWH, From 1999-
2001 he worked with Diamondback Voicemail Systems, Inc., a web
enabled voicemail solutions provider and developer. Mr. Irvin
Wilson was the chief software architect of Diamondback Voicemail
System's products and services, including all on-line and
telephony based systems. From 1984-1999, prior to his
involvement with voicemail technology, Mr. Wilson acquired
extensive experience in large call-center operations. His core
competencies include marketing and promotion design, sales
management as well as systems design and implementation. Mr.
Wilson holds a BA in Economics from Eastern Illinois University.
PAGE-10-
John Knoll, Chief Technical Officer. Mr. John Knoll has
experience that encompasses more than fifteen years in the
technology industry. His areas of expertise include database
programming as well as systems integration and administration.
Prior to joining IWH, Mr. Knoll was the Chief Technical Officer
for Tru Dynamics International Inc. a multi-national public
company with offices in Korea, Japan, and the U.S. In 1987-
1992 Mr. Knoll worked as a technical staff member of Logicon a
major aerospace software development corporation where he
developed leading edge military mission planning and aircraft
performance polynomial software for the U.S. Air Force. From 1992-
1994 Mr. Knoll was employed by the University Of Nebraska Medical
Center as a custom software engineer. From 1994-1999 Mr. Knoll
was an IT consultant, he designed business software solutions for
West Telecommunications a major telecommunications company,
California Energy a global energy company and Guarantee Life an
insurance company. He holds a B.S. in Biology, a B.S. in
Computer Science and a B.A in General Science from the University
of Nebraska.
Family Relationships
Mary E. Piccolo is the wife of James P. Piccolo.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth certain information as of the date
of this offering with respect to the beneficial ownership of
IWH's Common Stock by all persons known by IWH to be beneficial
owners of more than 5% of any such outstanding classes, and by
each director and executive officer, and by all officers and
directors as a group. Unless otherwise specified, the named
beneficial owner has, to IWH's knowledge, either sole or majority
voting and investment power.
Title Of Name of Position Amount of Percent of
Class Beneficial shares Class
Owner of Shares held by
Owner
-----------------------------------------------------------------------
Common James P. President & 2,000,000 18.1%
Piccolo Chief
Executive
Officer,
Director -
Chairman of
the Board
Common Mary E. Piccolo Secretary, 2,000,000 18.1%
Director
Common Irwin Wilson Chief 2,000,000 18.1%
Development
Engineer,
Treasurer,
Director
Common David L. Wilson Vice President 0 0.0%
- Business
Development
Common John R. Knoll Chief 250,000 2.3%
Technical
Officer
-----------------------------------------------------------------------
Common Executive 6,250,000 56.7%
Officers and
Directors as a
Group
Common Mary P. Piccolo 500,000 6.8%
The address of each executive officer, director, significant
employee, and significant shareholder is c/o iWizard Holding,
Inc., 8043 East Mercer Lane, Scottsdale, Arizona85260.
PAGE-11- Item 12. Description of Securities.
IWH, a Nevada corporation, is authorized to issue 20,000,000
shares of Common Stock, $0.001 par value. IWH has currently
issued approximately 11,029,000 shares of Common Stock to
officers, directors, investors, and employees of IWH. The
holders of Common Stock (i) have equal rights to dividends from
funds legally available therefore, ratably when as and if
declared by the Board of Directors of IWH; (ii) are entitled to
share ratably in all assets of IWH available for distribution to
holders of Common Stock upon liquidation, dissolution, or winding
up of the affairs of IWH; (iii) do not have preemptive,
subscription or conversion rights and there are no redemption or
sinking fund provisions applicable thereto; (iv) are entitled to
one non-cumulative vote per share of Common Stock, on all matters
which stockholders may vote on at all meetings of Shareholders;
and (v) the holders of Common Stock have no conversion,
preemptive or other subscription rights. There is no cumulative
voting for the election of directors. As of the date of this
Prospectus, there are 11,029,000 shares of Common Stock
outstanding held by approximately thirty-three (33) shareholders
of record. (See also "Principal Shareholders.")
IWH is also authorized to issue 5,000,000 shares of Preferred
Stock, $0.001 par value. However, IWH has not issued and does
not have outstanding Preferred Stock as of the date of this
prospectus.
Item 13. Interest of Named Experts and Counsel.
None.
Item 14. Disclosure of Commission Position of Indemnification for
Securities Act Liabilities.Indemnification of Directors and Officers
IWH's Articles of Incorporation, its Bylaws, and certain statutes
provide for the indemnification of a present or former director
or officer. See Item 24 "Indemnification of Directors andOfficers."
The Securities and Exchange Commission's Policy on
Indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the Registrant pursuant to any
provisions contained in its Certificate of Incorporation, or
Bylaws, or otherwise, the Registrant has been advised that, in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether indemnification by it is against public policy
as expressed in the Act and will be governed by the final
adjudication of such issue.
PAGE-12- Item 15. Organization Within Last Five Years.
IWH was organized by the filing of articles of incorporation with
the Secretary of State of the State of Nevada on October 12,2001.
On October 26, 2001 IWH acquired its core technology via a
Technology Transfer Agreement between IWH and Diamondback
Voicemail Systems, Inc., an Arizona corporation, and Irvin Wilson
("Wilson"), an individual.
Item 16. Description of Business.
A. Business Development and Summary
Headquartered in Scottsdale, Arizona, iWizard Holding, Inc.
("IWH" or the "Company") was organized by the filing of articles
of incorporation with the Secretary of State of the State of
Nevada on October 12, 2001. iWizard Holding is a technology
based marketing company with an almost even emphasis on
technological and marketing skills.
On October 26, 2001 IWH acquired its core technology via a
Technology Transfer Agreement between IWH and Diamondback
Voicemail Systems, Inc., an Arizona corporation, and Irvin
Wilson, an individual.
IWH's administrative office is located at 8043 East Mercer Lane,
Scottsdale, Arizona85260, telephone (602) 340-0090.
IWH's fiscal year end is December 31.
B.Business of Issuer
(1) Principal Products and Services and Principal Markets
Principal Services
IWH plans to market (a) advanced e-mail delivery, collection and
tracking services designed for high volume broadcast; (b)
transactional applications capable of handling unlimited numbers
of attachments to messages in any format, including graphics and
audio, and links to sites on the Web with "click through"
tracking; and (c) Internet-based lead generation, conversion and
electronic Customer Relationship Marketing (eCRM). Automated
rich media response communications will be employed to provide a
more personal and enriching experience for the prospect.
Management of all inbound replies and requests will be included.
Delivery reports will be available on demand online and sent
automatically at completion.
IWH's services will feature the following:
* optional personalization of message text;
* lead generation and management administration
* customer enhanced rich media communications
* customer analysis and profiling
* customer database administration and maintenance
* real-time Web based client accounting statistics;
* interactive forms capability to support applications such as E-Surveys;
* automated Response/Reply/Remove processing (with SPAM resistance);
* replace reference to files with unique URL per destination; and
* summary/Detail report on posting and Internet delivery responses;
PAGE-13-
As specialists in managed rich media e-mail delivery and eCRM,
IWH plans to offer highly customized and sophisticated marketing
programs without the need of highly skilled technical experts on
staff. IWH believes that its rich media e-mail delivery
marketing services would offer advantages for high volume
broadcasts programs such as newsletters, product promotions,
education & training, confirmations and automated customer
communications on, for example, holidays, birthdays and
anniversaries.
IWH will manage all aspects of the rich media marketing services
from auto-response replies, opt-out processing, name/address
hygiene, and data enrichment. Campaign reports will be available
on demand and identify prospect conversion, customer response,
campaign profitability, and a host of other management
information. All reports will be available on-line anytime and
be password protected for security purposes. Customer support
will encompass account setup, customer service, accounting, and
commission distribution with online statistics.
Principal Products
Since its inception in October 2002 IWH has built two new
software packages utilizing rich media technology, the
Communicator and the Classroom.
The Communicator is designed to allow companies with large sales
organizations to communicate with their sales force and customers
using rich media over the Internet with a minimal fixed cost to
each user. The features of the Communicator include
personalization of preference settings on the basis of users'
individual photograph, personal message, website links, and voice
and e-mail contact information. The Communicator allows the user
to set up recipients in an address-book format and use
personalized information to group individuals for more effective
group messaging capability. The Communicator can be used
internally for sales information and motivation. Alternatively,
rich media tools of the Communicator allow the user to reach out
to target customers. The Communicator sends movie clips, talking
video business cards, full audio recordings, and fax-style
documents converted to .pdf format. The audio messages can be of
any length. The longer recorded conference calls or sales
training sessions are compressed and will "stream in" and load on
a normal dial-up modem connection in a matter of seconds. This
technology allows the recipient to perform other tasks on their
computer while listening to the rich media-streaming message in
her e-mail box. The Communicator also is an alternative to
faxing because it allows to send high quality documents that can
be printed by the recipient in color.
The Classroom is a live web-streaming product designed to allow
customers to hold web conferences with large groups in
attendance. The Classroom allows the attendees to participate
without a broadband connection with just a standard home dial-up
line. The host will be able to make an electronic presentation
to all participants that log in to the Classroom. The streaming
Classroom technology should allow the participants to hear the
host live. The IWH Classroom package should be available to
customers by the fall of 2002.
Description of Technology
IWH plans to build its services on the concept of taking
electronic mail (or email) and expanding this common service into
a full-fledged content delivery system.
PAGE-14-
To accomplish this task IWH has developed a series of proprietary
technologies that allow end-users to use existing personal
computer applications to retrieve, view, listen to, and interact
with what has been, prior to IWH, a static "one-way" medium.
IWH has developed the following advanced applications and
methodologies:
Voicemail to Internet Streaming File Conversion
Telephone based voicemail systems are typically built around a
wide variety of "headerless" file types commonly referred to as
".vox" files. Unlike common computer sound formats these files
have no header from which a computer program can obtain pertinent
data in regards to codecs used, recording density, etc. Without
this information a computer is unable to determine the
information needed to play the file properly through a computer
sound card. Specialized software is required and codecs must be
specifically determined per file in order for a file of this type
to be played with a personal computer. IWH's technology allows
us to take a ".vox" voicemail file, find a closely matching
computer ".wav" format, convert to this new format, and add a
"header" to enable a standard computer .wav file player to play
the file. These .wav files are then further compressed using the
DSP GROUP "True Speech" or the ACELP.net compressed streaming
formats. These greatly compressed formats are built around the
characteristics of the human speaking voice. This entire
conversion, from initial voicemail type .vox file format to
standard .wav format to compressed .wav or .asf streaming format,
is handled programmatically using IWH developed technology. This
technology allows IWH to record speech via any telephone anywhere
in the World and play back via email (also anywhere in the World)
in a manner of seconds.
Email Content Delivery
Delivering content beyond simple messages using common email
requires that each email provider's capabilities and limitations
be taken into consideration. Capabilities of email providers
vary widely. Email clients such as MS Outlook and Lotus Notes
each also have their own peculiarities in regards to what can be
delivered into customer inboxes. Another aspect of IWH's
technological advances is the ability to pre-determine what an
email customer likely can and can't receive in their email based
on a variety of factors. These limitations are each catalogued
and built around to deliver the "most" product to each individual
customer. IWH tracks email capabilities per ISP and also
automatically logs what type of client/operating system the end
user is using to access his/her email. This is very important to
insure proper delivery and is an integral part of IWH's
abilities.
Data driven model
All services of IWH Holding, Inc. are built upon a data driven
model. MSSQL Server 7 tables are used to provide a "backbone"
from which to deliver, report upon, and customize IWH services.
This data driven modeling is essential to the success of all IWH
projects and services. All data modeling is designed per service
to allow complete tracking and reporting per each
customer/service. This data tracking, alone, represents hundreds
of thousands of records, each requiring automated querying and
analysis. These tasks are handled via custom built software
applications specific to IWH products and services.
PAGE-15-
Review
IWH utilizes both in-house developed and external applications to
deliver content via the email medium. These tasks require
specialized and proprietary procedures that take IWH well beyond
the capabilities of any current email delivery or email marketing
concern. Our data, as collected, also represents a tool in
itself. IWH has the capability to closely monitor all aspects of
a customer's use of our services in a completely non-intrusive
manner. This ability, combined with the ability to deliver
virtually any electronic media via the email medium, represents
the backbone of IWH's technological value to clients and
potential clients. Patentable applications shall be fully
protected as applicable.
Industry Background and Target Markets
The proliferation of the Internet has dramatically increased the
role of electronic messaging in business and private
communications. IWH believes that daily e-mail volumes will
continue to grow, and web-conferencing services will play a more
prominent role in business and educational communications. Thus,
despite growing competition, it appears that e-mail and
multimedia messaging market represent a lucrative business
opportunity. In the opinion of management, with its premium
services and tools IWH is well positioned to capitalize on
business opportunities in this expansive market.
IWH will be focusing on introducing Web-based marketing methods
aimed at the following markets: public speakers, charity groups,
membership fraternal, real estate, insurance, personal finance
and other multi-level marketing organizations. Of these, IWH's
initial focus will be on the smaller but more profitable segment
- public speaking professionals. These service-minded
professionals are expected to be calling on IWH to deliver their
content in a quick and cost effective method. Individuals in
this industry should recognize IWH's dynamic technology delivery
method as a means to build brand image and increase revenues
through repeat sales of the product and services they offer.
This market segment has tremendous potential due to the loyalty
developed between the customer and the speaking personality, as
well as the face-to-face sales methods utilized by most of these
professionals.
IWH's largest market segment will be insurance, real estate and
mortgage broker organizations. These organizations are expected
to call upon IWH to assist in expanding their organizations as
well as position their customer relationships for future product
sales activity. IWH services will provide a personalized and
cost-effective means for these brokers to disseminate enriched
content on a completely customizable basis. IWH will enable
these organizations to keep themselves "closer" to their member
base and to provide much more specific and current information on
the effectiveness of their sales and service efforts.
The main rationale for IWH's focus on these market segments is
the large customer bases served by them. In each case, strong
and profitable customer relationships are essential to the
survival and effectiveness of a business. IWH's also plans to
benefit from a network of contacts that IWH's Founding Board has
in the target market segments, which should make the penetration
into these market segments quick and effective.
(2) Distribution Methods of the Products or Services
Sales strategy at iWizard Holding will be focused on using IWH's
technology to deliver rich media campaigns to the targeted
clientele. Highly targeted email lists will be purchased in each
of the targeted markets to deliver our offer. For larger
corporations and revenue opportunities, IWH will employ direct
sales presentations. The emphasis of such presentations will be
on IWH's combined rich media technology and eCRM services to
deliver greater revenues, repeat business with less effort, and a
broadened image brand for an organization or a professional at a
lower cost. IWH counts on proper delivery of the sales promise,
which should lead to repeat business and additional sales for
IWH. PAGE-16-
(3) Status of any announced new product or service
None.
(4) Competitive business conditions
The management of IWH believes that no other competitor has
successfully combined several types of services in an easy-to-use
Web based package in the same or similar way as IWH plans to do.
There are, however, companies that offer services competing with
portions of IWH's services. In particular, IWH may face
competition from providers of (a) Web based voicemail and (b)
"back-office" services for the multi-level marketing industry.
Web based voicemail providers include Ptek Holdings, Inc. (Nasdaq
NM: PTEK), the parent company of VoiceCom, and One Plus
Marketing.
To the best of IWH's knowledge, nobody has implemented web-based
"back-office" services combining lead generation and management,
rich media design and delivered messaging and eCRM services for
the targeted industries. However, there are companies working
towards this goal, including Earnware Corporation.
IWH believes that significant competition for its services will
not arise until after the deployment in the market, when other
companies become aware of the services IWH plans to offer.
(5) Sources and availability of raw materials
Not applicable.
(6) Customers
IWH will target public speakers, charity groups, membership
fraternal, real estate, insurance, personal finance and other
multi-level marketing organizations as target customer groups.
Two clients of IWH, Tru Dynamics Inc., a direct sales
organization, and Bionate International, Inc., a multi-level
organization, have fully implemented the Communicator package for
internal and external communication. As of the date of this
prospectus, three more customers are working on implementation of
the package.
IWH does not anticipate that its business will substantially
depend on one or a few major customers.
(7) Intellectual Property
IWH believes that its success and ability to compete is dependent
in part on the protection of its potential trademarks, trade
names, service marks and other proprietary rights. IWH intends
to rely on trade secret and copyright laws to protect the
intellectual property that it plans to develop, but there can be
no assurance that such laws will provide sufficient protection to
IWH, that others will not develop products and services that are
similar or superior to those of IWH's, or that third parties will
not copy or otherwise obtain and use IWH's proprietary
information without authorization.
PAGE-17-
There can be no assurance that third parties will not bring
claims of copyright or trademark infringement against IWH or
claim that certain of IWH's products, processes or features
violates a patent. There can be no assurance that third parties
will not claim that IWH has misappropriated their creative ideas
or formats or otherwise infringed upon their proprietary rights.
Any claims of infringement, with or without merit, could be time
consuming to defend, result in costly litigation, divert
management attention, require IWH to enter into costly royalty or
licensing arrangements to prevent IWH from using important
technologies or methods, any of which could have a material
adverse effect on IWH's business, financial condition or
operating results.
(8) Need for Government Approval
Not applicable.
(9) Effect of existing or probable government regulations
Not applicable.
(10) Research and Development Expenditures
None.
(11) Environmental Issues
Not applicable.
(12) Employees
IWH presently has one (1) full-time employee, not including the
officers and directors of IWH. IWH's employees are currently not
represented by a collective bargaining agreement, and IWH
believes that its relations with its employees are good. The
management plans to add five to ten more employees over the next
twelve (12) months period.
C.Reports to Security Holders
(1) After this offering, IWH will furnish its shareholders with
annual financial reports certified by IWH' independent
accountants, and may, in IWH' discretion, furnish unaudited
quarterly financial reports.
(2) After this offering, IWH will file periodic and current
reports with the Securities and Exchange Commission as required
to maintain the fully reporting status.
(3) The public may read and copy any materials IWH files with
the SEC at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC
at 1-800-SEC-0330. The SEC also maintains an Internet site that
contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the
SEC. The address of that site (http://www.sec.gov).
PAGE-18- Item 17. Management's Discussion and Plan of Operation.
This section must be read in conjunction with Audited and
Unaudited Financial Statements included in this Prospectus.
IWH was incorporated in the State of Nevada on October 12, 2001.
To date, IWH has:
* organized operations,
* capitalized itself through equity offerings,
* recruited and retained a management team and board of directors, and
* developed a business plan and commenced initial operations.
In the initial approximately nine-month operating period from
October 12, 2001 (inception) to June 30, 2002, IWH generated
$154,307 in revenues and incurred $348,915 in expenses. The
resulting cumulative net loss for the period from October 12,2001 (inception) to June 30, 2002 was $194,608, or $0.02 per
share. That loss is attributable primarily to the costs of start-
up operations and officer salaries.
On January 1, 2002, IWH started to compensate John Knoll, a
director and shareholder, for his position as the chief technical
officer of IWH. Mr. Knoll's current annual salary is $84,000 per
year. During the period ended June 30, 2002, Mr. Knoll has
received a total of $59,352.
On February 1, 2002, IWH started to compensate David Wilson, a
director and shareholder, for his position as the vice president
of IWH. Mr. Wilson's current annual salary is $85,000 per year.
During the period ended June 30, 2002, Mr. Wilson has received a
total of $30,417.
On May 1, 2002, IWH started to compensate James Piccolo, a
director and shareholder, for his position as the president of
IWH. Mr. Piccolo's annual salary is $85,000 per year. During
the period ended June 30, 2002, Mr. Piccolo has received a total
of $17,708.
On May 1, 2002, IWH started to compensate Irvin Wilson, a
director and shareholder, for his position as the chief
development engineer of IWH. Mr. Wilson's annual salary is
$85,000 per year. During the period ended June 30, 2002, Mr.
Wilson has received a total of $17,708.
During the six-month period ended June 30, 2002, IWH purchased
computer software and equipment in the amount of $133,983 and
furniture in the amount of $36,819. IWH recorded depreciation
expense in the amount of $9,658 during the six-month period ended
June 30, 2002.
IWH operates as a single segment and will evaluate additional
segment disclosure requirements as it expands its operations.
IWH financed its initial operations primarily by issuing common
stock in exchange for cash and services.
As of June 30, 2002, IWH's current assets consisted of $107,911
in cash, $70,686 in receivables, and $1,000 in advances. The
corresponding working capital was $131,112. IWH believes that
its current working capital together with the projected cash flow
will be sufficient to continue as a going concern for the next
twelve months.
PAGE-19-
IWH entered into a Technology Transfer Agreement dated October26, 2001 with Diamondback Voicemail Systems (Diamondback) and
Irvin Wilson, the president of Diamondback, whereby any and all
rights were conveyed to IWH from Diamondback in consideration for
2,000,000 shares of its $0.001 par value common stock valued at
$2,000. The 2,000,000 shares of common stock of IWH were issued
to Irvin Wilson.
On April 15, 2002, IWH entered into a joint venture agreement
with Signature Marketing Services (SMS) to provide services
relating to lead generation and rich media communications. Both
parties have agreed to split revenues and expenses equally. On
May 15, 2002, IWH and SMS signed a letter of intent with Sitewire
to begin work on a lead generation and management system. The
total estimated cost of the project is approximately $43,050. As
of June 30, 2002, IWH has invested a total of $12,029.
Sales growth in the next six (6) to twelve (12) months is
important for the Company's plan of operations. However, the
Company cannot guarantee that it will generate such growth. If
the Company does not generate sufficient cash flow to support its
operations in the next twelve (12) to eighteen (18) months, it
may need to raise additional capital by issuing capital stock in
exchange for cash in order to continue as a going concern.
However, there can be no assurance that the Company would be able
to raise enough capital to stay in business.
Item 18. Description of Property.
On March 8, 2002, IWH entered into a sublease agreement with TBA
Entertainment Group Phoenix, Inc. (TBA). Under the agreement,
IWH is renting office space (3,673 square feet) in a one-story
office building at 4021 North 75th Street, Suite 102, Scottsdale,
Arizona85251.
The term of the lease commenced on March 15, 2002 and ends on
October 31, 2006. The monthly rental payments are as follows:
Period Monthly
Amount
3/15/02 - $ 2,449
3/31/02
4/1/02 - $ 4,897
10/31/02
11/1/02 - $ 7,499
10/31/03
11/1/03 - $ 7,652
10/31/04
11/1/04 - $ 7,805
10/31/05
11/1/05 - $ 7,958
10/31/06
As of June 30, 2002, IWH paid TBA a refundable security deposit
of $4,897 and rent totaling $22,038.
PAGE-20- Item 19. Certain Relationships and Related Transactions.
On October 26, 2001, IWH issued 2,000,000 shares of its $0.001
par value common stock as founders' shares to an officer and
director of IWH for total cash in the amount of $2,000.
On October 26, 2001, IWH issued 2,000,000 shares of its $0.001
par value common stock as founders' shares to an officer and
director of IWH for a technology transfer agreement valued at
$2,000.
On October 26, 2001, IWH issued a total of 2,750,000 shares of
its $0.001 par value common stock as founders' shares to two
individuals, of which one individual is an officer and director
of IWH and the wife of the president of IWH, and the other
individual is the mother of the president of IWH, in exchange for
services valued at $2,750.
During the period ended December 31, 2001, the president of IWH
loaned $5,000 to IWH, which bears no interest and is due upon
demand. As of June 30, 2002, the current balance due is $5,000.
As of June 30, 2002, IWH had accounts receivable totaling $3,686
due from an entity, of which the president of IWH is the general
partner.
As of June 30, 2002, IWH had an employee advance in the amount of
$1,000 due from James Piccolo, president of IWH, who is also a
director and shareholder of IWH.
As of June 30, 2002, IWH had accounts payable totaling $25,266
which is due to Diamondback Voicemail Systems (Diamondback), a
company owned 100% by Irvin Wilson who is also an officer,
director and shareholder of IWH.
During the period ended June 30, 2002, IWH paid $15,000 for
Internet expenses to an entity, of which the president of IWH is
the general partner.
During the period ended June 30, 2002, IWH paid $3,600 for rent
expense to an officer, director and shareholder of IWH.
Item 20. Market for Common Equity and Related Stockholder
Matters.
Market Information
As of the date of this Prospectus, there is no public market in
IWH's Common Stock. This Prospectus is a step toward creating a
public market for IWH's stock, which may enhance the liquidity of
IWH's shares. However, there can be no assurance that a
meaningful trading market will develop. IWH makes no
representation about the value of its Common Stock.
As of the date of this Prospectus,
* there are no outstanding options or warrants to purchase, or
other instruments convertible into, common equity of IWH;
* there is no stock that currently could be sold pursuant to
Rule 144 under the Securities Act or that IWH agreed to register
for sale; in the future, the approximately 9,255,000 shares of
Common Stock not registered in this offering will be eligible for
sale pursuant to Rule 144 under the Securities Act; and
* there is no stock that has been proposed to be publicly
offered resulting in dilution to current shareholders.
PAGE-21-
Holders
As of the date of this prospectus, IWH has approximately
11,029,000 shares of $0.001 par value common stock issued and
outstanding held by approximately 33 shareholders of record.
IWH's Transfer Agent is Executive Registrar & Transfer Agency,
3118 W. Thomas Road, Suite 707, Phoenix, AZ85017, phone (602)
415-1273.
Dividends
IWH has never declared or paid any cash dividends on its common
stock. For the foreseeable future, IWH intends to retain any
earnings to finance the development and expansion of its
business, and it does not anticipate paying any cash dividends on
our common stock. Any future determination to pay dividends will
be at the discretion of the Board of Directors and will be
dependent upon then existing conditions, including IWH's
financial condition and results of operations, capital
requirements, contractual restrictions, business prospects, and
other factors that the board of directors considers relevant.
Item 21. Executive Compensation.
The following table sets forth all cash compensation paid by IWH
to its officers, directors, and significant employees:
TOTAL COMPENSATION
since inception through
June 30, 2002
------------------------------
NAME POSITION WITH COMPANY CASH STOCK
---------------------------------------------------------------------
James P. President & Chief $17,708 $2,000
Piccolo Executive Officer, (2,000,000
Director - Chairman of shares of
the Board common stock
at par value)
Mary E. Secretary, Director $0 $0
Piccolo
Irwin Wilson Chief Development $17,708 $2,000
Engineer, Treasurer, (2,000,000
Director shares of
common stock
at par value)
David L. Vice President - Business $30,417 none
Wilson Development
---------------------------------------------------------------------
John R. Chief Technical Officer $59,352 $250
Knoll (250,000
shares of
common stock
at par value)
---------------------------------------------------------------------
On January 1, 2002, IWH started to compensate John Knoll, a
director and shareholder, for his position as the chief technical
officer of IWH. Mr. Knoll's current annual salary is $84,000 per
year. During the period ended June 30, 2002, Mr. Knoll has
received a total of $59,352.
On February 1, 2002, IWH started to compensate David Wilson, a
director and shareholder, for his position as the vice president
of IWH. Mr. Wilson's current annual salary is $85,000 per year.
During the period ended June 30, 2002, Mr. Wilson has received a
total of $30,417.
PAGE-22-
On May 1, 2002, IWH started to compensate James Piccolo, a
director and shareholder, for his position as the president of
IWH. Mr. Piccolo's annual salary is $85,000 per year. During
the period ended June 30, 2002, Mr. Piccolo has received a total
of $17,708.
On May 1, 2002, IWH started to compensate Irvin Wilson, a
director and shareholder, for his position as the chief
development engineer of IWH. Mr. Wilson's annual salary is
$85,000 per year. During the period ended June 30, 2002, Mr.
Wilson has received a total of $17,708.
Employment Agreements
IWH does not have employment agreements with its executive
officers, directors, or significant employees.
PAGE-23- Item 22. Financial Statements.
iWizard Holding, Inc.
(A Development Stage Company)
Balance Sheets
as of
June 30, 2002
and
Statements of Operations,
Changes in Stockholders' Equity, and
Cash Flows
for the period
October 12, 2001 (Date of Inception)
through
June 30, 2002PAGE-24- TABLE OF CONTENTSPAGE
Independent Auditor's Report 1
Balance Sheets 2
Statements of Operations 3
Statements of Changes in 4
Stockholders' Equity
Statements of Cash Flows 5
Footnotes 6
PAGE-25- G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV89119
702.257.1984
702.362.0540 (fax)
INDEPENDENT AUDITOR'S REPORT September 11, 2002
Board of Directors
iWizard Holding, Inc.
Las Vegas, NV
I have audited the Balance Sheets of iWizard Holding, Inc. (the
"Company") (A Development Stage Company), as of June 30, 2002,
and the related Statements of Operations, Stockholders' Equity,
and Cash Flows for the period October 12, 2001 (Date of
Inception) to June 30, 2002. These financial statements are the
responsibility of the Company's management. My responsibility is
to express an opinion on these financial statements based on my
audit.
I conducted my audit in accordance with generally accepted
auditing standards in the United States of America. Those
standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statement presentation. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit
provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
iWizard Holding, Inc. (A Development Stage Company) as of June30, 2002, and the results of its operations and cash flows for
the period October 12, 2001 (Date of Inception) to June 30, 2002,
in conformity with generally accepted accounting principles in
the United States of America.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company has had limited
operations and have not commenced planned principal operations.
This raises substantial doubt about its ability to continue as a
going concern. Management's plan in regard to these matters are
also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
/s/ G. Brad Beckstead, CPA
------------------------------------
G. Brad Beckstead, CPAPAGE-26-F1
iWizard Holding, Inc.
(a Development Stage Company)
Balance Sheets
June 30, December 31,
2002 2001
Assets -------------- -----------------
Current assets:
Cash $ 107,911 $ 449
Accounts receivable 67,000 -
Accounts receivable - related party 3,686 -
Employee advances - related party 1,000 -
-------------- -----------------
Total current assets 179,597 449
-------------- -----------------
Fixed assets, net 161,144 -
Other assets:
Technology agreement 1,911 1,978
Investments 12,029 -
Security deposit 4,897 -
-------------- -----------------
Total other assets 18,837 1,978
-------------- -----------------
$ 359,578 $ 2,427
============== =================
Liabilities and Stockholders' Equity
(Deficit)
Current liabilities:
Accounts payable $ 14,941 $ 3,775
Accounts payable - related party 25,266 -
Payroll liabilities 3,228 2,451
Sales tax payable 50 -
Due to related party 5,000 5,000
-------------- -----------------
Total current liabilities 48,485 11,226
-------------- -----------------
Long-term liabilities - -
-------------- -----------------
48,485 11,226
-------------- -----------------
Stockholders' equity (deficit):
Preferred stock, $0.001 par value,
5,000,000 shares
authorized, no shares issued or - -
outstanding
Common stock, $0.001 par value,
20,000,000 shares
authorized, 11,029,000 and
10,000,000 shares issued
and outstanding as of 6/30/02 and 11,029 10,000
12/31/01, respectively
Additional paid-in capital 513,471 -
Subscriptions receivable - -
(Deficit) accumulated during (213,407) (18,799)
development stage -------------- -----------------
311,093 (8,799)
-------------- -----------------
$ 359,578 $ 2,427
============== =================
The accompanying notes are an integral part of these financial
statements.
PAGE-27-F2
iWizard Holding, Inc.
(a Development Stage Company)
Statements of Operations
For the October October
six-month 12, 2001 12, 2001
period (Inception) (Inception)
ended to to
June 30, December 31 June 30,
2002 2001 2002
------------- ------------ -----------
Revenue $ 154,307 $ - $ 154,307
------------- ------------ -----------
Expenses:
General and administrative 195,405 16,777 212,182
expenses
General and administrative 18,600 2,000 20,600
expenses - related party
Executive compensation 125,185 - 125,185
Depreciation and amortization 9,725 22 9,747
------------- ------------ -----------
Total expenses 348,915 18,799 367,714
------------- ------------ -----------
Other income/expense:
Interest income
Net (loss) $ $ $
(194,608) (18,799) (213,407)
============= ============ ============
Weighted average number of
common shares outstanding -
basic and fully diluted 10,005,685 10,000,000
============= ============
Net (loss) per share - $ (0.02) $ (0.00)
basic and fully diluted ============= ============
The accompanying notes are an integral part of these financial
statements.
PAGE-28-F3
iWizard Holding, Inc.
(a Development Stage Company)
Statement of Changes in Stockholders' Equity
(Deficit)
Accumulated
Common Stock Additional During Total
----------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
--------- -------- ---------- ----------- -------------
October 2001
Founders shares
issued for cash 2,000,000 $ 2,000 $ - $ $ 2,000
October 2001
Founders shares
issued in
exchange
for technology 2,000,000 2,000 - 2,000
agreement
October 2001
Founders shares
issued in
exchange
for services 6,000,000 6,000 - 6,000
Net (loss)
October 12, 2001
(inception) to
December 31,2001 (18,799) (18,799)
--------- -------- ---------- ----------- -------------
Balance, December
31, 2001 10,000,000 10,000 - (18,799) (8,799)
June 2002
Private
placement 1,029,000 1,029 513,471 514,500
Net (loss)
For the period
ended
June 30, 2002
(194,608) (194,608)
--------- -------- ---------- ----------- -------------
Balance, 11,029,000 $ 11,029 $ 513,471 $ (213,407) $ 311,093)
June 30, 2002 ========= ======== ========== =========== =============
The accompanying notes are an integral part of these financial
statements.
PAGE-29-F4
iWizard Holding, Inc.
(a Development Stage Company)
Statements of Cash Flows
For the six- October October
month 12, 2001 12, 2001
period (Inception) (Inceptio
ended to to
June 30, December 31 June 30,
2002 2001 2002
Cash flows from operating ------------ ---------- -------------
activities
Net (loss) $ $ $
(194,608) (18,799) (213,407)
Shares issued for services - 6,000 6,000
Depreciation and amortization 9,725 22 9,747
Adjustments to reconcile net
(loss) to
net cash (used) by operating
activities:
(Increase) in accounts (67,000) - (67,000)
receivable
(Increase) in accounts (3,686) - (3,686)
receivable - related party
(Increase) in employee (1,000) - (1,000)
advances - related party
(Increase) in investments (12,029) - (12,029)
(Increase) in security (4,897) - (4,897)
deposit
Increase in accounts 11,166 3,775 14,941
payable
Increase in accounts 25,266 - 25,266
payable - related party
Increase in payroll 777 2,451 3,228
liabilities
Increase in sales tax 50 - 50
payable
Increase in due to related - 5,000 5,000
party ------------ ---------- -------------
Net cash (used) by operating
activities (236,236) (1,551) (237,787)
------------ ---------- -------------
Cash flows from investing
activities
Purchase of fixed assets
(170,802) - (170,802)
------------ ---------- -------------
Net cash (used) by investing
activities (170,802) - (170,802)
------------ ---------- -------------
Cash flows from financing
activities
Issuances of common stock 514,500 2,000 516,500
------------ ---------- -------------
Net cash provided by financing 514,500 2,000 516,500
activities ------------ ---------- -------------
Net increase in cash 107,462 449 107,911
Cash - beginning 449 - -
------------ ---------- -------------
Cash - ending $ 107,911 $ 449 $ 107,911
============ ========== =============
Supplemental disclosures:
Interest paid $ - $ - $ -
============ ========== =============
Income taxes paid $ - $ - $ -
============ ========== =============
Non-cash transactions:
Shares issued for services $ - $ 6,000 $ 6,000
============ ========== =============
Number of shares issued for -
services 6,000,000 6,000,000
============ ========== =============
Shares issued for technology $ - $ 2,000 $ 2,000
agreement ============ ========== =============
Number of shares issued for
technology agreement - 2,000,000 2,000,000
============ ========== =============
The accompanying notes are an integral part of these financial
statements.
PAGE-30-F5
iWizard Holding, Inc.
(a Development Stage Company)
Notes
Note 1 - Summary of significant accounting policies
Organization
The Company was organized on October 12, 2001 (Date of
Inception) under the laws of the State of Nevada, as iWizard
Holding, Inc. The Company has minimal operations and in
accordance with SFAS #7, the Company is considered a
development stage company. The Company is authorized to issue
20,000,000 shares of $0.001 par value common stock and
5,000,000 shares of $0.001 par value preferred stock.
Cash and cash equivalents
For the purpose of the statements of cash flows, all highly
liquid investments with an original maturity of three months or
less are considered to be cash equivalents. There are no cash
equivalents as of June 30, 2002 and December 31, 2001.
Intangible Assets
Intangible assets subject to amortization include costs to
acquire the technology and are being amortized on a straight-
line basis over fifteen years.
Revenue recognition
The Company recognizes revenue in the period that it is earned.
Advertising costs
The Company expenses all costs of advertising as incurred.
There were advertising costs in the amounts of $717 and $0
included in general and administrative expenses as of June 30,2002 and December 31, 2001, respectively.
Use of estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain
market assumptions and pertinent information available to
management as of June 30, 2002 and December 31, 2001. The
respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values. These financial
instruments include cash and accounts payable. Fair values
were assumed to approximate carrying values for cash and
payables because they are short term in nature and their
carrying amounts approximate fair values or they are payable on
demand.
Impairment of long-lived assets
Long-lived assets held and used by the Company are reviewed for
possible impairment whenever events or circumstances indicate
the carrying amount of an asset may not be recoverable or is
impaired. No such impairments have been identified by
management at June 30, 2002 and December 31, 2001.
Reporting on the costs of start-up activities
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs
of Start-Up Activities," which provides guidance on the
financial reporting of start-up costs and organizational costs,
requires most costs of start-up activities and organizational
costs to be expensed as incurred. SOP 98-5 is effective for
fiscal years beginning after December 15, 1998. With the
adoption of SOP 98-5, there has been little or no effect on the
Company's financial statements.
PAGE-31-F6
Loss per share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings
Per Share". Basic loss per share is computed by dividing
losses available to common stockholders by the weighted average
number of common shares outstanding during the period. As of
June 30, 2002 and December 31, 2001, the Company had no
dilutive common stock equivalents, such as stock options or
warrants.
Dividends
The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid or declared since
inception.
Segment reporting
The Company follows Statement of Financial Accounting Standards
No. 130, "Disclosures About Segments of an Enterprise and
Related Information."The Company operates as a single segment
and will evaluate additional segment disclosure requirements as
it expands its operations.
Income taxes
The Company follows Statement of Financial Accounting Standard
No. 109, "Accounting for Income Taxes" ("SFAS No. 109") for
recording the provision for income taxes. Deferred tax assets
and liabilities are computed based upon the difference between
the financial statement and income tax basis of assets and
liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or
settled. Deferred income tax expenses or benefits are based on
the changes in the asset or liability each period. If
available evidence suggests that it is more likely than not
that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the
deferred tax assets to the amount that is more likely than not
to be realized. Future changes in such valuation allowance are
included in the provision for deferred income taxes in the
period of change.
Deferred income taxes may arise from temporary differences
resulting from income and expense items reported for financial
accounting and tax purposes in different periods. Deferred
taxes are classified as current or non-current, depending on
the classification of assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that
are not related to an asset or liability are classified as
current or non-current depending on the periods in which the
temporary differences are expected to reverse.
Recent pronouncements
In June 2001, SFAS No. 141, "Business Combinations," and SFAS
No. 142, "Goodwill and Other Intangible Assets," were issued.
SFAS No. 141 requires that all business combinations initiated
after June 30, 2001 be accounted for using the purchase method
of accounting, and that identifiable intangible assets acquired
in a business combination be recognized as an asset apart from
goodwill, if they meet certain criteria. The impact of the
adoption of SFAS No. 141 on our reported operating results,
financial position and existing financial statement disclosure
is not expected to be material.
SFAS No. 142 applies to all goodwill and identified intangible
assets acquired in a business combination. Under the new
standard, all goodwill and indefinite-lived intangible assets,
including that acquired before initial application of the
standard, will not be amortized but will be tested for
impairment at least annually. The new standard is effective
for fiscal years beginning after December 15, 2001. The impact
of the adoption of SFAS No. 142 on our reported operating
results, financial position and existing financial statement
disclosure is not expected to be material.
PAGE-32-F7
In July 2001, SFAS No. 143, "Accounting for Asset Retirement
Obligations," was issued which requires the recognition of a
liability for an asset retirement obligation in the period in
which it is incurred. When the liability is initially
recorded, the carrying amount of the related long-lived asset
is correspondingly increased. Over time, the liability is
accreted to its present value and the related capitalized
charge is depreciated over the useful life of the asset. SFAS
No. 143 is effective for fiscal years beginning after June 15,2002. The impact of the adoption of SFAS No. 143 on the
Company's reported operating results, financial position and
existing financial statement disclosure is not expected to be
material.
In August 2001, SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," was issued. This statement
addresses the financial accounting and reporting for the
impairment or disposal of long-lived assets and broadens the
definition of what constitutes a discontinued operation and how
results of a discontinued operation are to be measured and
presented. The provisions of SFAS No. 144 are effective for
financial statements issued for fiscal years beginning after
December 15, 2001. The impact of the adoption of SFAS No. 144
on our reported operating results, financial position and
existing financial statement disclosure is not expected to be
material.
Stock-Based Compensation
The Company accounts for stock-based awards to employees in
accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and related
interpretations and has adopted the disclosure-only alternative
of FAS No. 123, "Accounting for Stock-Based Compensation."
Options granted to consultants, independent representatives and
other non-employees are accounted for using the fair value
method as prescribed by FAS No. 123.
Year end
The Company has adopted December 31 as its fiscal year end.
Note 2 - Going concern
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As shown in the
accompanying financial statements, the Company has incurred a net
loss of $194,608 for the period from October 12, 2001 (inception)
to June 30, 2002, and had minimal sales. The future of the
Company is dependent upon its ability to obtain financing and
upon future profitable operations from the development of its new
business opportunities. Management has plans to seek additional
capital through debt and/or equity financing. The financial
statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.
Note 3 - Fixed assets
During the six-month period ended June 30, 2002, the Company
purchased computer software and equipment in the amount of
$133,983 and furniture in the amount of $36,819. The Company
recorded depreciation expense in the amount of $9,658 during the
six-month period ended June 30, 2002.
Some of the computer equipment valued at $86,266 was purchased
from a Diamondback Voicemail Systems (Diamondback); a company
owned 100% by Irvin Wilson who is also an officer, director and
shareholder of the Company. As of June 30, 2002, the Company has
paid a total $61,000 to Mr. Wilson for the assets.
In addition, some of the furniture valued at $33,825 was
purchased from the James Piccolo, president of the Company, who
is also a director and shareholder of the Company. As of June30, 2002, the Company has paid a total of $33,825 to Mr. Piccolo
for the assets.
PAGE-33-F8
Note 4 - Technology transfer agreement
The Company entered into a Technology Transfer Agreement dated
October 26, 2001 with Diamondback Voicemail Systems (Diamondback)
and Irvin Wilson, the president of Diamondback, whereby any and
all rights were conveyed to the Company from Diamondback in
consideration for 2,000,000 shares of its $0.001 par value common
stock valued at $2,000. The 2,000,000 shares of common stock of
the Company were issued to Irvin Wilson.
Amortization of the intangible asset is provided using the
straight-line method of depreciation over a period of 15 years.
Upon commencement of significant operations, the Company will
periodically review the carrying value of the intangible assets
to determine whether the carrying amount of an asset is
recoverable. The primary indicators of recoverability are
current or forecasted profitability of the patents, measured as
profit before interest and amortization of the related intangible
assets compared to their carrying values. The Company recorded
amortization expense in the amount of $67 and $22 for the six-
month period ended June 30, 2002 and for the period ended
December 31, 2001, respectively.
Note 5 - Investments
On April 15, 2002, the Company entered into a joint venture
agreement with Signature Marketing Services (SMS) to provide
services relating to lead generation and rich media
communications. Both parties have agreed to split revenues and
expenses equally. On May 15, 2002, the Company and SMS signed a
letter of intent with Sitewire to begin work on a lead generation
and management system. The total estimated cost of the project
is approximately $43,050. As of June 30, 2002, the Company has
invested a total of $12,029.
Note 6 - Income taxes
The Company accounts for income taxes under Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("SFAS No. 109"), which requires use of the liability
method. SFAS No. 109 provides that deferred tax assets and
liabilities are recorded based on the differences between the tax
bases of assets and liabilities and their carrying amounts for
financial reporting purposes, referred to as temporary
differences. Deferred tax assets and liabilities at the end of
each period are determined using the currently enacted tax rates
applied to taxable income in the periods in which the deferred
tax assets and liabilities are expected to be settled or
realized.
The provision for income taxes differs from the amount computed
by applying the statutory federal income tax rate to income
before provision for income taxes. The sources and tax effects
of the differences are as follows:
U.S federal statutory rate (34.0%)
Valuation reserve 34.0%
--------
Total -%
========
As of December 31, 2001, the Company has a net operating loss
carry forward of approximately $18,799, respectively, for tax
purposes, which will be available to offset future taxable
income. If not used, this carry forward will expire in 2021.
PAGE-34-F9
Note 7 - Stockholder's equity
The Company is authorized to issue 20,000,000 shares of its
$0.001 par value common stock and 5,000,000 shares of its $0.001
par value preferred stock.
On October 26, 2001, the Company issued 2,000,000 shares of its
$0.001 par value common stock as founders' shares to an officer
and director of the Company for total cash in the amount of
$2,000.
On October 26, 2001, the Company issued 2,000,000 shares of its
$0.001 par value common stock as founders' shares to an officer
and director of the Company for a technology transfer agreement
valued at $2,000.
On October 26, 2001, the Company issued 6,000,000 shares of its
$0.001 par value common stock as founders' shares to several
entities and individuals, of which one individual is an officer
and director of the Company, in exchange for services valued at
$6,000.
During June 2002, the Company issued 1,029,000 shares of its
$0.001 par value common stock for total cash of $514,500 pursuant
to a private placement.
There have been no other issuances of common stock and/or
preferred stock.
Note 8 - Warrants and options
As of June 30, 2002 and December 31, 2001, there were no warrants
or options outstanding to acquire any additional shares of common
and/or preferred stock.
Note 9 - Commitments
On March 8, 2002, the Company entered into a sublease agreement
with TBA Entertainment Group Phoenix, Inc. (TBA). The term of
the lease commences on March 15, 2002 and ends on October 31,2006. The monthly rental payments are as follows:
Period Monthly
Amount
3/15/02 - $ 2,449
3/31/02
4/1/02 - $ 4,897
10/31/02
11/1/02 - $ 7,499
10/31/03
11/1/03 - $ 7,652
10/31/04
11/1/04 - $ 7,805
10/31/05
11/1/05 - $ 7,958
10/31/06
As of June 30, 2002, the Company paid TBA a refundable security
deposit of $4,897 and rent totaling $22,038.
Note 10 - Employment agreements
On January 1, 2002, the Company started to compensate John Knoll,
a director and shareholder, for his position as the chief
technical officer of the Company. Mr. Knoll's current annual
salary is $84,000 per year. During the period ended June 30,2002, Mr. Knoll has received a total of $59,352.
On February 1, 2002, the Company started to compensate David
Wilson, a director and shareholder, for his position as the vice
president of the Company. Mr. Wilson's current annual salary is
$85,000 per year. During the period ended June 30, 2002, Mr.
Wilson has received a total of $30,417.
On May 1, 2002, the Company started to compensate James Piccolo,
a director and shareholder, for his position as the president of
the Company. Mr. Piccolo's annual salary is $85,000 per year.
During the period ended June 30, 2002, Mr. Piccolo has received a
total of $17,708.
PAGE-35-F10
On May 1, 2002, the Company started to compensate Irvin Wilson, a
director and shareholder, for his position as the chief
development engineer of the Company. Mr. Wilson's annual salary
is $85,000 per year. During the period ended June 30, 2002, Mr.
Wilson has received a total of $17,708.
Note 11 - Related party transactions
On October 26, 2001, the Company issued 2,000,000 shares of its
$0.001 par value common stock as founders' shares to an officer
and director of the Company for total cash in the amount of
$2,000.
On October 26, 2001, the Company issued 2,000,000 shares of its
$0.001 par value common stock as founders' shares to an officer
and director of the Company for a technology transfer agreement
valued at $2,000.
On October 26, 2001, the Company issued a total of 2,750,000
shares of its $0.001 par value common stock as founders' shares
to two individuals, of which one individual is an officer and
director of the Company and the wife of the president of the
Company, and the other individual is the mother of the president
of the Company, in exchange for services valued at $2,750.
During the period ended December 31, 2001, the president of the
Company loaned $5,000 to the Company, which bears no interest and
is due upon demand. As of June 30, 2002, the current balance due
is $5,000.
On May 1, 2002, the Company started to compensate James Piccolo,
a director and shareholder, for his position as the president of
the Company. Mr. Piccolo's annual salary is $85,000 per year.
During the period ended June 30, 2002, Mr. Piccolo has received a
total of $17,708.
On May 1, 2002, the Company started to compensate Irvin Wilson, a
director and shareholder, for his position as the chief
development engineer of the Company. Mr. Wilson's annual salary
is $85,000 per year. During the period ended June 30, 2002, Mr.
Wilson has received a total of $17,708.
As of June 30, 2002, the Company had accounts receivable totaling
$3,686 due from an entity, of which the president of the Company
is the general partner.
As of June 30, 2002, the Company had an employee advance in the
amount of $1,000 due from James Piccolo, president of the
Company, who is also a director and shareholder of the Company.
As of June 30, 2002, the Company had accounts payable totaling
$25,266 which is due to Diamondback Voicemail Systems
(Diamondback), a company owned 100% by Irvin Wilson who is also
an officer, director and shareholder of the Company.
During the period ended June 30, 2002, the Company paid $15,000
for Internet expenses to an entity, of which the president of the
Company is the general partner.
During the period ended June 30, 2002, the Company paid $3,600
for rent expense to an officer, director and shareholder of the
Company.
The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in
other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
PAGE-36-F11 Item 23. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.
None.
PAGE-37-
Dealer Prospectus Delivery Obligation
Prior to the expiration of ninety days after the effective date
of this registration statement or prior to the expiration of
ninety days after the first date upon which the security was bona
fide offered to the public after such effective date, whichever
is later, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
PAGE-38- PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers.
IWH's Articles of Incorporation and its Bylaws provide for the
indemnification of a present or former director or officer. IWH
indemnifies any of its directors, officers, employees or agents
who are successful on the merits or otherwise in defense on any
action or suit. Such indemnification shall include, expenses,
including attorney's fees actually or reasonably incurred by him.
Nevada law also provides for discretionary indemnification for
each person who serves as or at IWH's request as one of its
officers or directors. IWH may indemnify such individuals
against all costs, expenses and liabilities incurred in a
threatened, pending or completed action, suit or proceeding
brought because such individual is one of IWH's directors or
officers. Such individual must have conducted himself in good
faith and reasonably believed that his conduct was in, or not
opposed to, IWH's best interests. In a criminal action, he must
not have had a reasonable cause to believe his conduct was
unlawful.
Nevada Law
Pursuant to the provisions of Nevada Revised Statutes 78.751, the
Corporation shall indemnify its directors, officers and employees
as follows: Every director, officer, or employee of the
Corporation shall be indemnified by the Corporation against all
expenses and liabilities, including counsel fees, reasonably
incurred by or imposed upon him/her in connection with any
proceeding to which he/she may be made a party, or in which
he/she may become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of the Corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether
or not he/she is a director, officer, employee or agent at the
time such expenses are incurred, except in such cases wherein the
director, officer, employee or agent is adjudged guilty of
willful misfeasance or malfeasance in the performance of his/her
duties; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as being for
the best interests of the Corporation. The Corporation shall
provide to any person who is or was a director, officer, employee
or agent of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
the corporation, partnership, joint venture, trust or enterprise,
the indemnity against expenses of a suit, litigation or other
proceedings which is specifically permissible under applicable
law.
Item 25. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant
in connection with the sale of the common stock being registered.
IWH has agreed to pay all costs and expenses relating to the
registration of its common stock, but the Selling Stockholders
will be responsible for any related commissions, taxes,
attorney's fees, and related charges in connection with the offer
and sale of the Shares. All amounts are estimated except the SEC
Registration Fee.
SEC Registration Fee $82
EDGAR Conversion Fees $1,500
Blue Sky Qualification Fees $250
and Expenses
Accounting Fees and Expenses $1,000
Legal Fees and Expenses $5,000
Printing and Engraving $200
Miscellaneous $1,000
------------
Total $ 9,032.00
============
PAGE-39- Item 26. Recent Sales of Unregistered Securities.
The articles of IWH authorized the issuance of twenty million
(20,000,000) shares of common stock with par value of $0.001 per
share and five million (5,000,000) shares of Preferred Stock with
par value of $0.001 per share. As of the date of this
Prospectus, IWH has 11,029,000 shares of its $0.001 par value
common stock issued and outstanding held by approximately 33
shareholders of record.
On October 26, 2001, IWH issued 2,000,000 shares of its $0.001
par value common stock as founders' shares to James P. Piccolo,
an officer and director of IWH, at par ($0.001 per share) for
services valued at $2,000. Mr. Piccolo is a sophisticated
investor who, at the time of the investment, as the founder of
IWH was in possession of all available material information about
IWH.
On October 26, 2001, IWH issued 2,000,000 shares of its $0.001
par value common stock as founders' shares to Mary E. Piccolo, an
officer and director of IWH, at par ($0.001 per share) for cash
in the total amount of $2,000. At the time of the investment,
Mary E. Piccolo was thoroughly familiar with all available
material information about IWH, which she obtained as a founder
of IWH from a draft of the business plan and other information
provided by Mr. Piccolo. The involvement of Mary E. Piccolo with
founding IWH lent her a degree of sophistication sufficient to
evaluate the risks and uncertainties of investing in IWH.
On October 26, 2001, IWH issued 2,000,000 shares of its $0.001
par value common stock as founders' shares to Irvin Wilson, an
officer and director of IWH, at par ($0.001 per share) for a
technology transfer agreement valued at $2,000. At the time of
the investment, Mr. Wilson was thoroughly familiar with all
available material information about IWH, which he obtained as a
founder of IWH and in the process of negotiating the technology
transfer agreement. Mr. Wilson's experience and understanding of
the IWH's business plan lent him a degree of sophistication
sufficient to evaluate the risks and uncertainties of investing
in IWH.
On October 26, 2001, IWH issued 250,000 shares of its $0.001 par
value common stock as founders' shares to John R. Knoll, the
Chief Technical Officer of IWH, at par ($0.001 per share) for
corporate advisory services valued at $250. Mr. Knoll has been a
shareholder in several corporations and is a sophisticated
investor. At the time of the investment, Mr. Knoll was
thoroughly familiar with all available material information about
IWH, which he obtained as a founder of IWH from a draft of the
business plan and other information provided by Mr. Piccolo.
On October 26, 2001, IWH issued 750,000 shares of its $0.001 par
value common stock as founders' shares to M. Patricia Piccolo,
the mother of James P. Piccolo, at par ($0.001 per share) for
services valued at $750. At the time of the investment, M.
Patricia Piccolo was thoroughly familiar with all available
material information about IWH, which she obtained as a founder
of IWH from a draft of the business plan and other information
provided by Mr. Piccolo. The involvement of M. Patricia Piccolo
with founding IWH lent her a degree of sophistication sufficient
to evaluate the risks and uncertainties of investing in IWH.
PAGE-40-
On October 26, 2001, IWH issued 3,000,000 shares of its $0.001
par value common stock as founders' shares to five (6) non-
affiliated entities and individuals at par ($0.001 per share) in
exchange for services valued at $3,000. All five non-affiliated
entities and individuals were sophisticated investors and were
thoroughly familiar with all material information about IWH,
which they obtained as founders of IWH from a draft of the
business plan and other information provided by Mr. Piccolo.
None of the issuances of common stock by IWH on October 26, 2001
involved any public solicitation.
On the basis of the above facts IWH claims that the issuance of a
total of 10,000,000 shares of its $0.001 par value common stock
on October 26, 2001 was qualified for the exemption from
registration contained in Section 4(2) of the Securities Act of
1933.
During June 2002, IWH issued 1,029,000 shares of its $0.001 par
value common stock for total cash of $514,500 (at $0.50 per
share) pursuant to a private placement. That offering was
conducted pursuant to an exemption from registration under
Regulation D, Rule 506 of the Securities Act of 1933, as amended.
Item 27. Exhibits.
Exhibit Name and/or Identification of Exhibit
Number
----------------------------------------------------------------
3.Articles of Incorporation & By-Laws
(a) Articles of Incorporation of IWH filed on October12, 2001.
(b) Bylaws of IWH adopted on October 26, 2001.
5. Opinion on Legality
Attorney Opinion Letter.
10.Material Contracts
a) Technology Transfer Agreement.
b) Agreement with Signature Marketing Services.
c) Sublease Agreement
23. Consent of Experts and Counsel
a) Consent of Counsel, incorporated by reference to
Exhibit 5 of this filing.
b) Consent of Independent Auditor.
Item 28. Undertakings.
In this Prospectus, IWH is including undertakings required
pursuant to Rule 415 of the Securities Act.
Under Rule 415 of the Securities Act, IWH is registering
securities for an offering to be made on a continuous or delayed
basis in the future. The registration statement pertains only to
securities (a) which are to be offered or sold solely by or on
behalf of a person or persons other than the registrant, (b) the
offering of which will be commenced promptly, will be made on a
continuous basis and may continue for a period in excess of 30
days from the date of initial effectiveness, and (c) are
registered in an amount which, at the time the registration
statement becomes effective, is reasonably expected to be offered
and sold within two years from the initial effective date of the
registration.
PAGE-41-
Based on the above-referenced facts and in compliance with the
above-referenced rules, IWH includes the following undertakings
in this Prospectus:
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period, in which offers or sales are
being made, a post-effective amendment to this Prospectus:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of the Registration Fee" table in the effective
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in Item 14 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
PAGE-42- SIGNATURES
In accordance with the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements of filing on Form
SB-2 and authorized this Registration Statement to be signed on
its behalf by the undersigned, in the City of Scottsdale State of
Arizona on September 17, 2002.
iWizard Holding, Inc.
---------------------
(Registrant)
By: /s/ James P. Piccolo, President & CEO, Director
--------------------
In accordance with the requirements of the Securities Act of
1933, this Registration Statement was signed by the following
persons in the capacities and on the dates stated:
Signature Title Date
----------- ------- ------
/s/ James P. Piccolo President & CEO, September 17, 2002
-------------------- Director
James P. Piccolo
/s/ Mary E. Piccolo Secretary & Director September 17, 2002
--------------------
Mary E. Piccolo
/s/ James P. Piccolo Principal Financial September 17, 2002
--------------------- Officer
James P. Piccolo
/s/ James P. Piccolo Principal Accounting September 17, 2002
--------------------- Officer
James P. PiccoloPAGE-43-
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